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0001573221falseTheRealReal, Inc.55 Francisco StreetSuite 400San FranciscoCA9413300015732212026-08-062026-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2026
_______________________________________________________________________
The RealReal, Inc.
(Exact name of Registrant as Specified in Its Charter)
_______________________________________________________________________
Delaware 001-38953 45-1234222
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

55 Francisco Street Suite 400
San Francisco, CA 94133
(855) 435-5893
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common stock, $0.00001 par value
REAL
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 2.02 Results of Operations and Financial Condition.
On August 6, 2026, The RealReal, Inc. (“The RealReal”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
The RealReal, Inc.
Date: August 6, 2026
By: /s/ Ajay Madan Gopal
Ajay Madan Gopal
Chief Financial Officer
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EX-99.1 2 real-20260807xex991pressre.htm EX-99.1 Document

Exhibit 99.1
THE REALREAL ANNOUNCES SECOND QUARTER 2026 RESULTS
Company Raises Full Year Guidance Following Second Quarter Results Above the High End
of Outlook with Record Quarterly GMV and Meaningful Margin Expansion

SAN FRANCISCO, August 6, 2026 -The RealReal, Inc. (Nasdaq: REAL)—the world’s largest online marketplace for authenticated, resale luxury goods—today reported financial results for its second quarter ended June 30, 2026. Second quarter 2026 gross merchandise value (GMV) and total revenue increased 22% and 17% compared to the second quarter of 2025, respectively. Consignment revenue grew 15% compared to the prior year period, and Direct Revenue grew 26% year-over-year in the second quarter. During the quarter, gross margin of 74.4% improved 10 basis points compared to the same period in 2025. Second quarter Adjusted EBITDA margin was 7.0%, an increase of 290 basis points versus the prior year period.

"The RealReal delivered a standout second quarter, with an all-time high quarterly GMV of $617 million, up 22% year-over-year. That marks our fourth consecutive quarter of GMV growth above 20%. Revenue grew 17% and we delivered nearly 300 basis points of Adjusted EBITDA margin expansion versus last year," said Rati Levesque, Chief Executive Officer of The RealReal. "We’re upleveling the customer experience, deepening trust and compounding our advantages. Our buyers are spending more, our sellers are more engaged, and the platform connecting them gets smarter every quarter."

Levesque continued, "Entering the year, we said 2026 would be the year our advantages begin to compound, and we're delivering on that commitment. Given the continued strength in our supply trends and the durability of our growth, we are confidently raising our full-year outlook. We are entering the second half of the year from a position of strength, with a flywheel that is gaining real momentum."


Second Quarter Highlights
•GMV was $617 million, an increase of 22% compared to the same period in 2025
•Total Revenue was $193 million, an increase of 17% compared to the same period in 2025
•Gross Profit was $143 million, an increase of $21 million compared to the same period in 2025
•Gross Margin was 74.4%, an increase of 10 basis points compared to the same period in 2025
•Net Loss was $(27) million or (14.1)% of total revenue, compared to $(11) million or (6.9)% of total revenue in the same period in 2025. Second Quarter 2026 Net Loss includes a $(18.6) million non-cash adjustment as a result of the change in fair value of warrant liability.
•Adjusted EBITDA was $13.5 million or 7.0% of total revenue compared to $6.8 million or 4.1% of total revenue in the same period in 2025
•GAAP basic net loss per share was $(0.23) compared to $(0.10) in the prior year period and GAAP diluted net loss per share was $(0.23) compared to $(0.13) in the prior year period
•Non-GAAP basic and diluted net loss attributable to common stockholders per share was $(0.01) compared to $(0.06) in the prior year period
•Top-line-related Metrics
◦Trailing twelve months active buyers was 1,107,000, an increase of 11% compared to the same period in 2025
◦Average order value (AOV) was $659, an increase of 13% versus the same period in 2025

Q3 and Full Year 2026 Guidance
Based on market conditions as of August 6, 2026, we are raising our full year guidance. Additionally, we are providing guidance for third quarter 2026 GMV, Total Revenue and Adjusted EBITDA, which is a Non-GAAP financial measure.

We have not reconciled forward-looking Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, because we cannot predict with reasonable certainty the ultimate outcome of certain components of
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such reconciliations including payroll tax expense on employee stock transactions that are not within our control, or other components that may arise, without unreasonable effort. For these reasons, we are unable to assess the probable significance of the unavailable information, which could materially impact the amount of future net income (loss).
Q3 2026
Full Year 2026
GMV $610 - $620 million $2.535 - $2.565 billion
Total Revenue $194 - $198 million $788 - $797 million
Adjusted EBITDA $13.5 - $14.5 million
$66.0 - $69.0 million

Webcast and Conference Call
The RealReal will host a conference call to review the company’s second quarter results beginning at approximately 2:00 p.m. Pacific Time today (5:00 p.m. Eastern Time). A live webcast of the conference call and accompanying materials will be available online at investor.therealreal.com. A replay of the webcast will be available at the same location. To access the conference please register using this link:
https://the-realreal-earnings-call-q2-2026.open-exchange.net/registration.
About The RealReal, Inc.
The RealReal is the world’s largest online marketplace for authenticated, resale luxury goods, trusted by more than 40 million members. Our full-service consignment model—offering virtual appointments, in-home pickup, drop-off, and direct shipping—enables consumers to buy and sell luxury across fashion, fine jewelry and watches, art, and home categories with ease. The company combines a rigorous, expert-led authentication process with proprietary technology, including AI and machine learning, to power optimal pricing and processing for our members and to help scale the business. By extending the life of millions of luxury goods, the company is leading a more circular economy, all the while delivering a seamless experience for buyers and sellers.
Investor Relations Contact:
IR@therealreal.com
Press Contact:
PR@therealreal.com
Forward Looking Statements
This press release contains forward-looking statements relating to, among other things, the future performance of The RealReal that are based on the company's current expectations, forecasts and assumptions and involve risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “target,” “contemplate,” “project,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. These statements include, but are not limited to, statements about future operating and financial results, including our strategies, plans, commitments, objectives and goals, in particular in the context of the recent geopolitical events, and uncertainty surrounding macro-economic trends, financial guidance, anticipated growth in 2026, the anticipated impact of generative AI, and financial targets, goals and projections. Actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Other factors that could cause or contribute to such differences include, but are not limited to, inflation, macroeconomic uncertainty, geopolitical instability, any failure to generate a supply of consigned goods, pricing pressure on the consignment market resulting from discounting in the market for new goods, failure to efficiently and effectively operate our merchandising and fulfillment operations, labor shortages and other reasons.

More information about factors that could affect the company's operating results is included under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the company's most recent Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, copies of which may be obtained by visiting the company's Investor Relations
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website at https://investor.therealreal.com or the SEC's website at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to the company on the date hereof. The company assumes no obligation to update such statements.
Non-GAAP Financial Measures
To supplement our unaudited and condensed financial statements presented in accordance with generally accepted accounting principles (“GAAP”), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA as a percentage of total revenue (“Adjusted EBITDA Margin”), free cash flow, non-GAAP net loss attributable to common stockholders, and non-GAAP net loss per share attributable to common stockholders, basic and diluted. We have provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in this earnings release.
We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that non-GAAP financial measures we use may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies, including other companies in our industry.
Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies.

We calculate Adjusted EBITDA as net income (loss) before interest income, interest expense, provision (benefit) for income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, employer payroll tax expense on employee stock transactions, gain on extinguishment of debt, change in fair value of warrant liabilities and certain one-time expenses. The employer payroll tax expense related to employee stock transactions are tied to the vesting or exercise of underlying equity awards and the price of our common stock at the time of vesting, which may vary from period to period independent of the operating performance of our business. Adjusted EBITDA has certain limitations as the measure excludes the impact of certain expenses that are included in our statements of operations that are necessary to run our business and should not be considered as an alternative to net income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP.
In particular, the exclusion of certain expenses in calculating Adjusted EBITDA and Adjusted EBITDA Margin facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of stock-based compensation and the related employer payroll tax expense on employee stock transactions, excludes an item that we do not consider to be indicative of our core operating performance. Investors should, however, understand that stock-based compensation and the related employer payroll tax expense will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
Free cash flow is a non-GAAP financial measure that is calculated as net cash (used in) provided by operating activities less net cash used to purchase property and equipment and capitalized proprietary software development costs. We believe free cash flow is an important indicator of our business performance, as it measures the amount of cash we generate. Accordingly, we believe that free cash flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

Non-GAAP net loss per share attributable to common stockholders, basic and diluted is a non-GAAP financial measure that is calculated as GAAP net loss plus stock-based compensation expense, provision (benefit) for income taxes, payroll tax expense on employee stock transactions, gain on extinguishment of debt, change in fair value of warrant liabilities and certain one-time expenses divided by weighted average shares outstanding. We believe that
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making these adjustments before calculating per share amounts for all periods presented provides a more meaningful comparison between our operating results from period to period.
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THE REALREAL, INC.
Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Revenue:
Consignment revenue $ 148,216  $ 128,620  $ 294,109  $ 252,434 
Direct revenue 25,787  20,495  51,595  40,949 
Shipping services revenue 18,568  16,073  36,582  31,838 
Total revenue 192,571  165,188  382,286  325,221 
Cost of revenue:
Cost of consignment revenue 16,075  13,761  31,522  26,715 
Cost of direct revenue 20,407  17,185  40,691  32,420 
Cost of shipping services revenue 12,887  11,566  25,537  23,387 
Total cost of revenue 49,369  42,512  97,750  82,522 
Gross profit 143,202  122,676  284,536  242,699 
Operating expenses:
Marketing 18,382  15,548  36,939  31,403 
Operations and technology 74,706  68,986  147,425  135,964 
Selling, general and administrative 52,397  48,027  104,729  97,988 
Total operating expenses (1)
145,485  132,561  289,093  265,355 
Loss from operations (2,283) (9,885) (4,557) (22,656)
Change in fair value of warrant liability (18,583) 4,537  28,752  47,040 
Gain on extinguishment of debt —  —  —  37,101 
Interest income 902  1,109  1,903  2,483 
Interest expense (7,322) (7,038) (14,543) (13,358)
Other income, net 154  —  357  608 
Income (loss) before provision for income taxes (27,132) (11,277) 11,912  51,218 
Provision for income taxes 101  89  209  184 
Net income (loss) attributable to common stockholders $ (27,233) $ (11,366) $ 11,703  $ 51,034 
Net income (loss) per share attributable to common stockholders
Basic $ (0.23) $ (0.10) $ 0.10  $ 0.45 
Diluted $ (0.23) $ (0.13) $ (0.13) $ (0.27)
Weighted average shares used to compute net income (loss) per share attributable to common stockholders
Basic 121,023,931  114,044,057  120,277,907  113,046,607 
Diluted 121,023,931  119,484,716  126,390,826  120,178,570 
(1) Includes stock-based compensation as follows:
Marketing $ 422  $ 424  $ 767  $ 727 
Operations and technology 2,580  2,677  4,557  4,901 
Selling, general and administrative 4,573  5,107  8,524  9,939 
Total $ 7,575  $ 8,208  $ 13,848  $ 15,567 
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THE REALREAL, INC.
Condensed Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
June 30,
2026
December 31,
2025
Assets
Current assets
Cash and cash equivalents $ 119,132  $ 151,231 
Accounts receivable, net 20,073  23,822 
Inventory, net 35,431  30,843 
Prepaid expenses and other current assets 18,682  21,595 
Total current assets 193,318  227,491 
Property and equipment, net 100,558  96,148 
Operating lease right-of-use assets 63,240  64,641 
Restricted cash 14,777  14,808 
Other assets 6,394  5,945 
Total assets $ 378,287  $ 409,033 
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable $ 15,049  $ 14,565 
Accrued consignor payable 95,062  111,497 
Operating lease liabilities, current portion 23,095  24,645 
Other accrued and current liabilities 100,274  113,533 
Total current liabilities 233,480  264,240 
Operating lease liabilities, net of current portion 64,404  66,793 
Convertible Senior Notes, net 231,516  230,833 
Non-convertible notes, net 144,293  140,980 
Warrant liability 74,688  114,353 
Other noncurrent liabilities 7,636  7,352 
Total liabilities 756,017  824,551 
Stockholders’ deficit:
Common stock, $0.00001 par value; 500,000,000 shares authorized as of June 30, 2026, and December 31, 2025; 121,666,258 and 118,318,917 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively
1  1 
Additional paid-in capital 906,192  880,107 
Accumulated deficit (1,283,923) (1,295,626)
Total stockholders’ deficit (377,730) (415,518)
Total liabilities and stockholders’ deficit $ 378,287  $ 409,033 
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THE REALREAL, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net income $ 11,703  $ 51,034 
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization 15,917  16,631 
Stock-based compensation expense 13,848  15,567 
Reduction of operating lease right-of-use assets 8,562  7,943 
Bad debt expense 1,342  1,214 
Non-cash interest expense 3,227  5,483 
Accretion of debt discounts and issuance costs 940  1,060 
Provision for inventory write-downs and shrinkage 1,810  1,485 
Gain on debt extinguishment —  (37,101)
Change in fair value of warrant liability (28,752) (47,040)
Loss (gain) related to warehouse fire, net —  (353)
Other adjustments 78  (36)
Changes in operating assets and liabilities:
Accounts receivable, net 2,407  (10,020)
Inventory, net (6,398) (6,678)
Prepaid expenses and other current assets 2,913  6,595 
Other assets (479) (501)
Operating lease liability (11,100) (10,876)
Accounts payable (266) 2,357 
Accrued consignor payable (16,435) (13,709)
Other accrued and current liabilities (14,538) (14,743)
Other noncurrent liabilities 213  (152)
Net cash used in operating activities (15,008) (31,840)
Cash flow from investing activities:
Insurance proceeds related to warehouse fire —  2,309 
Capitalized proprietary software development costs (6,837) (6,483)
Purchases of property and equipment (11,502) (12,518)
Net cash used in investing activities (18,339) (16,692)
Cash flow from financing activities:
Proceeds from exercise of stock options 308  114 
Taxes paid related to restricted stock vesting (109) (83)
Repayment of 2025 Notes —  (26,749)
Proceeds from issuance of stock in connection with the Employee Stock Purchase Program 1,018  838 
Cash received from settlement of capped calls in conjunction with the 2025 Note Exchanges —  1,499 
Issuance costs paid related to the 2025 Note Exchanges —  (5,006)
Net cash provided by (used in) financing activities 1,217  (29,387)
Net decrease in cash, cash equivalents and restricted cash (32,130) (77,919)
Cash, cash equivalents and restricted cash
Beginning of period 166,039  187,123 
End of period $ 133,909  $ 109,204 
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The following table reflects the reconciliation of net income (loss) to Adjusted EBITDA for each of the periods indicated (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Adjusted EBITDA Reconciliation:
Net income (loss) $ (27,233) $ (11,366) $ 11,703  $ 51,034 
Net income (loss) (% of revenue) (14.1) % (6.9) % 3.1  % 15.7  %
Depreciation and amortization 7,823  8,256  15,917  16,631 
Interest income (902) (1,109) (1,903) (2,483)
Interest expense 7,322  7,038  14,543  13,358 
Provision for income taxes 101  89  209  184 
EBITDA (12,889) 2,908  40,469  78,724 
Stock-based compensation 7,575  8,208  13,848  15,567 
Payroll tax expense on employee stock transactions 263  260  1,036  799 
Gain on extinguishment of debt (1)
—  —  —  (37,101)
Change in fair value of warrant liability (2)
18,583  (4,537) (28,752) (47,040)
Adjusted EBITDA $ 13,532  $ 6,839  $ 26,601  $ 10,949 
Adjusted EBITDA (% of revenue) 7.0  % 4.1  % 7.0  % 3.4  %

(1) The gain on extinguishment of debt for the six months ended June 30, 2025 reflects the difference between the carrying value of the February 2025 Exchanged Notes and the fair value of the 2031 Notes.
(2) The change in fair value of warrant liability for the three and six months ended June 30, 2026 and June 30, 2025 reflects the remeasurement of the Warrants issued by the Company in connection with the 2024 Note Exchange in February 2024.

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A reconciliation of GAAP net income (loss) to non-GAAP net loss attributable to common stockholders, the most directly comparable GAAP financial measure, in order to calculate non-GAAP net loss attributable to common stockholders per share, basic and diluted, is as follows (in thousands, except share and per share data):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ (27,233) $ (11,366) $ 11,703  $ 51,034 
Stock-based compensation 7,575  8,208  13,848  15,567 
Payroll tax expense on employee stock transactions 263  260  1,036  799 
Provision for income taxes 101  89  209  184 
Gain on extinguishment of debt —  —  —  (37,101)
Change in fair value of warrant liability 18,583  (4,537) (28,752) (47,040)
Non-GAAP net loss attributable to common stockholders $ (711) $ (7,346) $ (1,956) $ (16,557)
Weighted-average common shares outstanding to calculate Non-GAAP net loss attributable to common stockholders per share, basic and diluted 121,023,931  114,044,057  120,277,907  113,046,607 
Non-GAAP net loss attributable to common stockholders per share, basic and diluted $ (0.01) $ (0.06) $ (0.02) $ (0.15)
The following table presents a reconciliation of net cash provided for (used in) operating activities to free (negative) cash flow for each of the periods indicated (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net cash provided by (used in) operating activities $ 1,615  $ (3,570) $ (15,008) $ (31,840)
Purchase of property and equipment and capitalized proprietary software development costs (7,699) (11,423) (18,339) (19,001)
Free (negative) cash flow $ (6,084) $ (14,993) $ (33,347) $ (50,841)

Key Financial and Operating Metrics:
June 30,
2024
September 30,
2024
December 31,
2024
March 31,
2025
June 30,
2025
September 30,
2025
December 31,
2025
March 31,
2026
June 30,
2026
(In thousands, except AOV and percentages)
GMV $ 440,914  $ 433,074  $ 503,534  $ 490,405  $ 504,105  $ 519,814  $ 615,683  $ 606,359  $ 617,260 
NMV $ 329,422  $ 335,191  $ 383,447  $ 370,757  $ 379,377  $ 397,062  $ 466,924  $ 458,747  $ 470,392 
Consignment Revenue $ 112,714  $ 116,908  $ 128,126  $ 123,814  $ 128,620  $ 134,429  $ 149,014  $ 145,893  $ 148,216 
Direct Revenue $ 16,724  $ 15,623  $ 19,524  $ 20,454  $ 20,495  $ 22,928  $ 27,214  $ 25,808  $ 25,787 
Shipping Services Revenue $ 15,496  $ 15,224  $ 16,345  $ 15,765  $ 16,073  $ 16,216  $ 17,823  $ 18,014  $ 18,568 
Number of Orders 820  829  870  869  868  890  960  938  937 
Take Rate 38.5  % 38.6  % 37.7  % 38.6  % 37.9  % 37.9  % 36.5  % 36.4  % 35.9  %
Active Buyers 942  958  972  985  1,001  1,024  1,056  1,083  1,107 
AOV $ 538  $ 522  $ 579  $ 564  $ 581  $ 584  $ 641  $ 646  $ 659 

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